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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-Q



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Quarterly Report Under Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the quarterly period ended June
30, 2006

Commission file number 0-15070



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REGENERX BIOPHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)



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|                         |  |                           
|------------------------ |  | --------------------------
|Delaware                 |  | 52-1253406                
|(State of Incorporation) |  | (IRS Employer I.D. Number)

3 Bethesda Metro Center

Suite 630

Bethesda, Maryland 20814

(Address of principal executive offices)

Issuers telephone number, including area code: (301) 280-1992



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x

40,319,134 shares of RegeneRx Biopharmaceuticals, Inc. Common
Stock, par value $.001 per share, were outstanding as of June 30, 2006.



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##### Table of Contents

RegeneRx Biopharmaceuticals, Inc.

Form 10-Q

Quarterly Period Ended June 30, 2006

INDEX



|                                 |  |                                                                                                |  |         
|-------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | --------
|                                 |  |                                                                                                |  | Page No.
|Part I.    FINANCIAL INFORMATION |  |                                                                                               
|                                 |  |                                                                                               
|Item 1.                          |  | Financial Statements.                                                                          |  |         
|                                 |  |                                                                                               
|                                 |  | Balance Sheets at June 30, 2006 (unaudited) and December 31, 2005                              |  | 3       
|                                 |  |                                                                                               
|                                 |  | Statements of Operations for the three and six months ended June 30, 2006 and 2005 (unaudited) |  | 4       
|                                 |  |                                                                                               
|                                 |  | Statements of Cash Flows for the six months ended June 30, 2006 and 2005 (unaudited)           |  | 5       
|                                 |  |                                                                                               
|                                 |  | Notes to Financial Statements (unaudited)                                                      |  | 6-8     
|                                 |  |                                                                                               
|Item 2.                          |  | Managements Discussion and Analysis of Financial Condition and Results of Operations.         |  | 9       
|                                 |  |                                                                                               
|Item 3.                          |  | Quantitative and Qualitative Disclosures About Market Risk.                                    |  | 14      
|                                 |  |                                                                                               
|Item 4.                          |  | Controls and Procedures.                                                                       |  | 14      
|                                 | 
|Part II.    OTHER INFORMATION    |  |                                                                                               
|                                 |  |                                                                                               
|Item 1.                          |  | Legal Proceedings.                                                                             |  | 15      
|                                 |  |                                                                                               
|Item 1A.                         |  | Risk Factors.                                                                                  |  | 15      
|                                 |  |                                                                                               
|Item 2.                          |  | Unregistered Sales of Equity Securities and Use of Proceeds.                                   |  | 15      
|                                 |  |                                                                                               
|Item 3.                          |  | Defaults Upon Senior Securities.                                                               |  | 15      
|                                 |  |                                                                                               
|Item 4.                          |  | Submission of Matters to a Vote of Security Holders.                                           |  | 15      
|                                 |  |                                                                                               
|Item 5.                          |  | Other Information.                                                                             |  | 16      
|                                 |  |                                                                                               
|Item 6.                          |  | Exhibits.                                                                                      |  | 17-18   
|                                 | 
|Signatures                       |  | 19                                                                                            



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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

RegeneRx Biopharmaceuticals, Inc.

Balance Sheets



|                                                                                                                         |  |               |             |   |                   |   |             |  
|------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ----------- | - | ----------------- | - | ----------- | -
|                                                                                                                         |  | June 30, 2006 |             |   | December 31, 2005 |  
|                                                                                                                         |  | (unaudited)   |             |   |                   |  
|ASSETS                                                                                                                   |  |               |             |   |                   |   |             |  
|Current assets                                                                                                           |  |               |             |   |                   |   |             |  
|Cash and cash equivalents                                                                                                |  | $             | 6,229,426   |   |                   | $ | 4,896,143   |  
|Short-term investments                                                                                                   |  |               | 5,004,615   |   |                   |   | 2,679,693   |  
|Due from related party                                                                                                   |  |               | 1,092       |   |                   |   | 4,592       |  
|Other current assets                                                                                                     |  |               | 107,151     |   |                   |   | 72,894      |  
|                                                                                                                         |  |               |             |   |                   |   |             |  
|Total current assets                                                                                                     |  |               | 11,342,284  |   |                   |   | 7,653,322   |  
|Fixed assets, net of accumulated depreciation of $31,569 and $22,918                                                     |  |               | 62,859      |   |                   |   | 54,234      |  
|Other assets                                                                                                             |  |               | 11,749      |   |                   |   | 17,078      |  
|                                                                                                                         |  |               |             |   |                   |   |             |  
|Total assets                                                                                                             |  | $             | 11,416,892  |   |                   | $ | 7,724,634   |  
|                                                                                                                         |  |               |             |   |                   |   |             |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                     |  |               |             |   |                   |   |             |  
|Current liabilities                                                                                                      |  |               |             |   |                   |   |             |  
|Accounts payable                                                                                                         |  | $             | 298,347     |   |                   | $ | 187,666     |  
|Accrued expenses                                                                                                         |  |               | 1,523,519   |   |                   |   | 526,461     |  
|                                                                                                                         |  |               |             |   |                   |   |             |  
|Total current liabilities                                                                                                |  |               | 1,821,866   |   |                   |   | 714,127     |  
|                                                                                                                         |  |               |             |   |                   |   |             |  
|Commitments                                                                                                              |  |               |            |   |                   |   |            |  
|                                                                                                                         |  |              
|Stockholders equity                                                                                                     |  |               |             |   |                   |   |             |  
|Preferred stock, $.001 par value per share, 1,000,000 authorized; no shares issued                                       |  |               |            |   |                   |   |            |  
|Common stock, par value $.001 per share, 100,000,000 shares authorized; 40,319,134 and 37,629,024 issued and outstanding |  |               | 40,319      |   |                   |   | 37,629      |  
|Additional paid-in capital                                                                                               |  |               | 62,277,588  |   |                   |   | 54,936,362  |  
|Accumulated other comprehensive loss                                                                                     |  |               | (381        | ) |                   |   | (3,044      | )
|Accumulated deficit                                                                                                      |  |               | (52,722,500 | ) |                   |   | (47,960,440 | )
|                                                                                                                         |  |               |             |   |                   |   |             |  
|Total stockholders equity                                                                                               |  |               | 9,595,026   |   |                   |   | 7,010,507   |  
|                                                                                                                         |  |               |             |   |                   |   |             |  
|Total liabilities and stockholders equity                                                                               |  | $             | 11,416,892  |   |                   | $ | 7,724,634   |  
|                                                                                                                         |  |               |             |   |                   |   |             |  

The accompanying notes are an integral part of these financial statements.



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RegeneRx Biopharmaceuticals, Inc.

Statement of Operations

(Unaudited)



|                                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|---------------------------------------------------- |  | --------------------------- | ---------- | - | ------------------------- | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                     |  | Three months ended June 30, |            |   | Six-months ended June 30, |  
|                                                     |  | 2006                        |            |   | 2005                      |   |            | 2006 |  |   | 2005       |  
|Revenues                                             |  | $                           |           |   |                           | $ |           |      |  | $ |           |   |  | $ |           |  
|Expenses:                                            |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Research and development                             |  |                             | 3,102,328  |   |                           |   | 575,289    |      |  |   | 4,063,405  |   |  |   | 1,051,515  |  
|General and administrative                           |  |                             | 489,227    |   |                           |   | 437,348    |      |  |   | 950,041    |   |  |   | 886,145    |  
|                                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Total expenses                                       |  |                             | 3,591,555  |   |                           |   | 1,012,637  |      |  |   | 5,013,446  |   |  |   | 1,937,660  |  
|                                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Operating loss                                       |  |                             | (3,591,555 | ) |                           |   | (1,012,637 | )    |  |   | (5,013,446 | ) |  |   | (1,937,660 | )
|                                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Interest income                                      |  |                             | 154,398    |   |                           |   | 29,227     |      |  |   | 251,386    |   |  |   | 55,887     |  
|                                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Net loss                                             |  | $                           | (3,437,157 | ) |                           | $ | (983,410   | )    |  | $ | (4,762,060 | ) |  | $ | (1,881,773 | )
|                                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Basic and diluted net loss per common share          |  | $                           | (0.09      | ) |                           | $ | (0.03      | )    |  | $ | (0.12      | ) |  | $ | (0.05      | )
|                                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  
|Weighted average number of common shares outstanding |  |                             | 40,267,948 |   |                           |   | 36,189,141 |      |  |   | 39,194,140 |   |  |   | 36,054,927 |  
|                                                     |  |                             |            |   |                           |   |            |      |  |   |            |   |  |   |            |  

The accompanying notes are an integral part of these financial statements.



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RegeneRx Biopharmaceuticals, Inc.

Statements of Cash Flows

(Unaudited)



|                                                                            |  |                           |            |   |      |   |            |  
|--------------------------------------------------------------------------- |  | ------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                            |  | Six-months ended June 30, |           
|                                                                            |  | 2006                      |            |   | 2005 |  
|Cash flows from operating activities:                                       |  |                           |            |   |      |   |            |  
|Net loss                                                                    |  | $                         | (4,762,060 | ) |      | $ | (1,881,773 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                           |            |   |      |   |            |  
|Depreciation and amortization                                               |  |                           | 8,651      |   |      |   | 6,489      |  
|Compensation expense for stock options                                      |  |                           | 389,520    |   |      |   | 90,511     |  
|Changes in operating assets and liabilities:                                |  |                           |            |   |      |   |            |  
|Other current assets                                                        |  |                           | (34,257    | ) |      |   | (36,325    | )
|Due from related party                                                      |  |                           | 3,500      |   |      |   | 3,393      |  
|Other assets                                                                |  |                           | 5,329      |   |      |   | (17,078    | )
|Accounts payable                                                            |  |                           | 110,681    |   |      |   | (250,854   | )
|Accrued expenses                                                            |  |                           | 997,058    |   |      |   | (8,307     | )
|                                                                            |  |                           |            |   |      |   |            |  
|Net cash used in operating activities                                       |  |                           | (3,281,578 | ) |      |   | (2,093,944 | )
|                                                                            |  |                           |            |   |      |   |            |  
|Cash flows from investing actvities:                                        |  |                           |            |   |      |   |            |  
|Purchase of short-term investments                                          |  |                           | (5,580,424 | ) |      |   |           |  
|Maturities of short-term investments                                        |  |                           | 3,258,165  |   |      |   |           |  
|Purchase of fixed assets                                                    |  |                           | (17,276    | ) |      |   | (61,908    | )
|Increase in patent costs                                                    |  |                           |           |   |      |   | (137,391   | )
|                                                                            |  |                           |            |   |      |   |            |  
|Net cash used in investing activities                                       |  |                           | (2,339,535 | ) |      |   | (199,299   | )
|                                                                            |  |                           |            |   |      |   |            |  
|Cash flows from financing activities:                                       |  |                           |            |   |      |   |            |  
|Proceeds from issuance of common stock                                      |  |                           | 7,283,398  |   |      |   | 4,616,500  |  
|Preceeds from exercise of warrants                                          |  |                           | 133,237    |   |      |   | 4,500      |  
|Proceeds from exercise of options                                           |  |                           |           |   |      |   | 6,650      |  
|Offering costs                                                              |  |                           | (462,239   | ) |      |   | (75,893    | )
|                                                                            |  |                           |            |   |      |   |            |  
|Net cash provided by financing activities                                   |  |                           | 6,954,396  |   |      |   | 4,551,757  |  
|                                                                            |  |                           |            |   |      |   |            |  
|Net increase in cash and cash equivalents                                   |  |                           | 1,333,283  |   |      |   | 2,258,514  |  
|                                                                            |  |                           |            |   |      |   |            |  
|Cash and cash equivalents:                                                  |  |                           |            |   |      |   |            |  
|Beginning of period                                                         |  |                           | 4,896,143  |   |      |   | 2,874,260  |  
|                                                                            |  |                           |            |   |      |   |            |  
|End of period                                                               |  | $                         | 6,229,426  |   |      | $ | 5,132,774  |  
|                                                                            |  |                           |            |   |      |   |            |  

The accompanying notes are an integral part of these financial statements.



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RegeneRx Biopharmaceuticals, Inc.

Notes to Financial Statements

For the six-months ended June 30, 2006 and 2005 (Unaudited)

A. ORGANIZATION & BASIS OF PRESENTATION

RegeneRx Biopharmaceuticals, Inc. (the Company, We, Us, Our), is focused on the discovery and development
of novel molecules to accelerate tissue and organ repair. Currently, the Company is developing Thymosin beta 4 (Tß4), in part, under an exclusive world-wide license from the National Institutes of Health. Preliminary research
suggests that Tß4 may prove efficacious for multiple indications, therefore the Company is developing Tß4 as a therapeutic platform. The Company holds over fifty world-wide patents and patent applications related to dermal, ocular, and
internal wounds and tissue repair, cardiac and neurological injuries, and septic shock. RegeneRx is currently sponsoring three Phase II dermal wound healing clinical trials and has additionally targeted cardiac and ophthalmic trials in 2006 as part
of its ongoing clinical development program.

The accompanying unaudited financial statements reflect, in the opinion of management, all adjustments
(consisting of normal recurring adjustments) necessary for a fair presentation of our financial position, results of operations and cash flows for each period presented. These statements have been prepared in accordance with generally accepted
accounting principles in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. These interim financial statements should be read in conjunction with the audited financial statements and related notes thereto, which are included in our Annual Report on Form
10-KSB for the year ended December 31, 2005. Similarly, this entire report should be read in conjunction with our Annual Report on Form 10-KSB for a broader understanding of our business and inherent risks.

The accompanying December 31, 2005 financial information was derived from audited financial statements. Operating results for the six-month periods ended
June 30, 2006 are not necessarily indicative of the results to be expected for the year ending December 31, 2006 or any other future period.

B. NET LOSS PER SHARE

Net loss per share
is based on the weighted average number of common shares outstanding during the three and six months periods ended June 30, 2006 and June 30, 2005. During these periods, certain securities were not included in the calculation as their
effect would be anti-dilutive. Securities that could potentially dilute basic net loss per share in the future, and that were not included in the calculation of diluted net loss per share, are as follows:



|                                                                                   |  |           |  |          
|---------------------------------------------------------------------------------- |  | --------- |  | ---------
|                                                                                   |  | June 30, 
|                                                                                   |  | 2006      |  | 2005     
|Outstanding stock options                                                          |  | 2,655,000 |  | 2,470,000
|Warrants                                                                           |  | 2,355,839 |  | 1,566,815
|                                                                                   |  |           |  |          
|Total potential common shares excluded from diluted net loss per share computation |  | 5,010,839 |  | 4,036,815
|                                                                                   |  |           |  |          

C. STOCK BASED
COMPENSATION

On January 1, 2006 we adopted Statement of Financial Accounting Standards No. 123 (revised 2004),
Share-Based Payment (or FAS 123R), which supersedes our previous accounting under APB Opinion No. 25, Accounting for Stock Issued to Employees (or APB 25). FAS 123R requires the recognition of
compensation expense, using a fair-value based method, for cost related to all share-based payments including stock options. FAS 123R requires companies to estimate the fair value of share-based payment



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awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately
expected to vest is recognized as expense on a straight-line basis over the requisite service periods in our Statements of Operations. We adopted FAS 123R using the modified prospective transition method, which requires that compensation expense be
recognized in the financial statements for all awards granted after the date of adoption as well as for existing awards for which the requisite service has not been rendered as of the date of adoption. In accordance with the modified prospective
transition method, our financial statements for prior periods have not been restated to reflect the impact of FAS 123R.

Prior to the adoption of FAS 123R,
we accounted for stock-based awards to employees using the intrinsic value method in accordance with APB 25 as allowed under FAS No. 123, Accounting for Stock-Based Compensation (or FAS 123). Under the intrinsic value
method, no employee stock-based compensation expense had been recognized in our Statement of Operations for any period prior to our adoption of FAS 123R on January 1, 2006, as the exercise price of the stock options granted to employees equaled
the fair market value of the underlying stock at the date of grant.

A summary of compensation expense related to stock
options follows:



|                           |  |                            |         |                          |   |        |  |      |         |  |   |       
|-------------------------- |  | -------------------------- | ------- | ------------------------ | - | ------ |  | ---- | ------- |  | - | ------
|                           |  | Three months endedJune 30, |         | Six months endedJune 30,
|                           |  | 2006                       |         | 2005                     |   | 2006   |  | 2005
|Employees                  |  | $                          | 115,277 |                          | $ |       |  | $    | 224,861 |  | $ |      
|Non-employees              |  |                            | 87,621  |                          |   | 75,961 |  |      | 164,659 |  |   | 90,511
|                           |  |                            |         |                          |   |        |  |      |         |  |   |       
|Total compensation expense |  | $                          | 202,898 |                          | $ | 75,961 |  | $    | 389,520 |  | $ | 90,511
|                           |  |                            |         |                          |   |        |  |      |         |  |   |       
|Research and development   |  | $                          | 74,826  |                          | $ | 13,602 |  | $    | 143,959 |  | $ | 19,953
|General and administrative |  |                            | 128,072 |                          |   | 62,359 |  |      | 245,561 |  |   | 70,558
|                           |  |                            |         |                          |   |        |  |      |         |  |   |       
|Total compensation expense |  | $                          | 202,898 |                          | $ | 75,961 |  | $    | 389,520 |  | $ | 90,511
|                           |  |                            |         |                          |   |        |  |      |         |  |   |       

Pro Forma Information for Period Prior to Adoption of FAS 123R

The following pro forma net loss and net loss per share were determined as if we had accounted for employee stock-based compensation for our employee stock plans under
the fair value method prescribed by FAS 123.



|                                                                                                           |  |                                |            |   |                              |   |            |  
|---------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ---------- | - | ---------------------------- | - | ---------- | -
|                                                                                                           |  | Three monthsendedJune 30, 2005 |            |   | Six monthsendedJune 30, 2005 |  
|Pro forma net loss:                                                                                        |  |                                |            |   |                              |   |            |  
|As reported                                                                                                |  | $                              | (983,410   | ) |                              | $ | (1,881,773 | )
|Total employee non-cash stock compensation expense determined under fair value based method for all awards |  |                                | (107,790   | ) |                              |   | (108,849   | )
|                                                                                                           |  |                                |            |   |                              |   |            |  
|Pro forma net loss:                                                                                        |  | $                              | (1,091,200 | ) |                              | $ | (1,990,622 | )
|                                                                                                           |  |                                |            |   |                              |   |            |  
|Net loss per common share:                                                                                 |  |                                |            |   |                              |   |            |  
|Basic and diluted - as reported                                                                            |  | $                              | (0.03      | ) |                              | $ | (0.05      | )
|Basic and diluted - pro forma                                                                              |  | $                              | (0.03      | ) |                              | $ | (0.06      | )

Valuation assumptions

The fair value for each option granted was estimated as the date of grant using the Black-Scholes option-pricing model, assuming no expected dividends. The risk free rate of return was established for each award, based on the date of grant
and the expected life of the award. Since our historical data is limited, the expected life was determined in accordance with SAB 107 guidance for plain vanilla options. The volatility was determined, based on the historical, closing
price of the Companys publicly-traded stock, as measured for a time period consistent with the expected life of the option. Approximate values of these assumptions follow:



|                         |  |           |   |  |           |  
|------------------------ |  | --------- | - |  | --------- | -
|                         |  | 2006      |   |  | 2005      |  
|Dividend yield           |  | 0.0       | % |  | 0.0       | %
|Risk free rate of return |  | 4.3 - 5.0 | % |  | 4.3       | %
|Expected life in years   |  | 6.0 -6.5  |   |  | 6.0 -6.8  |  
|Volatility               |  | 100 - 333 | % |  | 400 - 450 | %

Stock Option Activity

The following is a summary of option activity for the six months ended June 30, 2006:



|                                                                                                                        |  |                          |   |  |                     |  |                              |        
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | - |  | ------------------- |  | ---------------------------- | -------
|                                                                                                                        |  |                          |   |  | Options outstanding
|                                                                                                                        |  | Sharesavailable forgrant |   |  | Number ofshares     |  | Weightedaverageexerciseprice
|December 31, 2005                                                                                                       |  | 695,000                  |   |  | 2,470,000           |  | $                            | 1.54   
|Grants                                                                                                                  |  | (185,000                 | ) |  | 185,000             |  |                              | 3.01   
|Exercises                                                                                                               |  |                         |   |  |                    |  |                              |       
|Cancellations                                                                                                           |  |                         |   |  |                    |  |                              |       
|                                                                                                                        |  |                          |   |  |                     |  |                              |        
|June 30, 2006                                                                                                           |  | 510,000                  |   |  | 2,655,000           |  | $                            | 1.64   
|                                                                                                                        |  |                          |   |  |                     |  |                              |        
|Weighted average estimated fair value of options granted, based on the assumptions in the Black-Scholes valuation model |  |                          |   |  |                     |  | $                            | 2.54   
|                                                                                                                        |  |                          |   |  |                     |  |                              |        
|Estimated fair value of shares vested, based on the fair value assigned to the shares at the time of grant              |  |                          |   |  |                     |  | $                            | 728,828
|                                                                                                                        |  |                          |   |  |                     |  |                              |        

The following table summarizes outstanding and exercisable options at
June 30, 2006:



|                                                                                        |  |                            |           |                                                     |     |                               |   |                            |  |                                                     |           |                               |     |  |   |     
|--------------------------------------------------------------------------------------- |  | -------------------------- | --------- | --------------------------------------------------- | --- | ----------------------------- | - | -------------------------- |  | --------------------------------------------------- | --------- | ----------------------------- | --- |  | - | ----
|                                                                                        |  | Outstanding options        |           | Exerciseable options                               
|Range of exercise prices                                                                |  | Number ofsharesoutstanding |           | Weighted-averageremainingcontractuallife (in years) |     | Weighted-averageexerciseprice |   | Number ofsharesoutstanding |  | Weighted-averageremainingcontractuallife (in years) |           | Weighted-averageexerciseprice
|$0.28 - $0.86                                                                           |  |                            | 1,290,000 |                                                     | 5.7 |                               | $ | 0.38                       |  |                                                     | 1,196,250 |                               | 5.6 |  | $ | 0.35
|$1.07 - $1.54                                                                           |  |                            | 255,000   |                                                     | 7.9 |                               | $ | 1.46                       |  |                                                     | 164,866   |                               | 7.8 |  | $ | 1.44
|$2.59 - $3.21                                                                           |  |                            | 1,110,000 |                                                     | 8.9 |                               | $ | 3.15                       |  |                                                     | 191,400   |                               | 8.8 |  | $ | 3.19
|                                                                                        |  |                            |           |                                                     |     |                               |   |                            |  |                                                     |           |                               |     |  |   |     
|                                                                                        |  |                            | 2,655,000 |                                                     |     |                               |   |                            |  |                                                     | 1,552,516 |                               |     |  |   |     
|                                                                                        |  |                            |           |                                                     |     |                               |   |                            |  |                                                     |           |                               |     |  |   |     
|Intrinsic value of in-the-money options, using the June 30, 2006 closing price of $2.75 |  | $                          | 3,388,850 |                                                     |     |                               |   |                            |  | $                                                   | 3,092,250 |                               |     |  |   |     
|                                                                                        |  |                            |           |                                                     |     |                               |   |                            |  |                                                     |           |                               |     |  |   |     



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##### Table of Contents

D. OTHER COMPREHENSIVE
INCOME

Our other comprehensive income or loss is comprised solely of unrealized gains and losses on our portfolio
of available-for-sale, marketable securities. Annually, we present other comprehensive income or loss in our Statement of Stockholders Equity, and in a footnote during interim periods. For the six months period ended
June 30, 2006 we recognized an unrealized gain of $2,663, which reduced our accumulated other comprehensive loss from $3,044 at December 31, 2005 to $381 at June 30, 2006. We did not recognize other comprehensive income or loss
in the corresponding interim period in 2005, as we did not maintain an available-for-sale portfolio of marketable securities at that time.

E. EQUITY TRANSACTIONS

Sale of Common Stock and Issuance of Warrants

On March 16, 2006 we sold 2,591,952 shares of common stock for $7,283,398 ($2.81 per share). Included in the sale were warrants to purchase an
additional 907,182 shares of common stock at $4.06 per share. These warrants are exercisable from September 16, 2006 to March 16, 2011.

Exercise of Warrants

The following table summarizes outstanding and exercisable warrants at June 30,
2006:



|                  |  |                 |  |                      |              |                              |   |     
|----------------- |  | --------------- |  | -------------------- | ------------ | ---------------------------- | - | ----
|                  |  |                 |  | Warrants outstanding
|                  |  | Number ofshares |  | Exercise pricerange  |              | Weightedaverageexerciseprice
|December 31, 2005 |  | 1,546,815       |  | $                    | 0.10 - $4.06 |                              | $ | 1.80
|Grants            |  | 907,182         |  |                      | 4.06         |                              |   | 4.06
|Exercises         |  | 98,158          |  |                      | 0.10 - 1.50  |                              |   | 1.36
|Cancellations     |  |                |  |                      |             |                              |   |    
|                  |  |                 |  |                      |              |                              |   |     
|June 30, 2006     |  | 2,355,839       |  | $                    | 0.10 - $4.06 |                              | $ | 2.69
|                  |  |                 |  |                      |              |                              |   |     

Subsequent to June 30, 2006 and prior to their expiration on July 23, 2006, we received $641,013 for
427,342 warrants and 48,685 warrants were cancelled, leaving 1,879,812 warrants outstanding, having a weighted average exercise price of $2.99.



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##### Table of Contents

ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

This report
contains forward-looking statements concerning matters that involve risks and uncertainties. Statements made in this Item that are not purely historical, including statements about us, our respective clinical trials, research programs, product
pipelines, current and potential corporate partnerships, licenses and intellectual property, the adequacy of capital reserves and anticipated operating results and cash expenditures, are forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended and Section 27A of the Securities Act of 1933, as amended. Words such as believes, likely, may, and plans are intended to
identify forwardlooking statements, although not all forward-looking statements contain these words. These forward-looking statements concern matters that involve risks and uncertainties that could cause actual results to differ materially
from those projected, including risks associated with the success of research and product development programs, the issuance and validity of patents, the development and protection of proprietary technologies, the ability to raise capital, operating
expense levels and the ability to establish and retain corporate partnerships, our history of operating losses and the risks set forth under Part II, Item 1A., Risk Factors. We do not undertake any obligation to update
forward-looking statements. The following should be read in conjunction with our financial statements included in Item 1, and the financial statements in our Annual Report on Form 10-KSB for the year ended December 31, 2005 and in other
documents filed by us from time to time with the Securities and Exchange Commission.

Overview

RegeneRx is a biopharmaceutical company focused on the discovery and development of novel molecules to accelerate tissue and organ repair. Currently, we are developing
Thymosin beta 4 (Tß4), in part, under an exclusive world-wide license from the National Institutes of Health. Preliminary research suggests that Tß4 may prove efficacious for multiple indications. We are, therefore,
developing Tß4 as a therapeutic platform. We hold over fifty world-wide patents and patent applications related to dermal, ocular, and internal wounds and tissue repair, cardiac and neurological injuries, and septic shock. We are currently
sponsoring, in parallel, three Phase II dermal wound healing clinical trials that we believe will be completed by the first quarter of 2007, depending on patient accrual rates. Under our IND, Sigma-Tau is conducting one of these Phase II clinical
trials in the EU and will assume all associated costs. Additionally, we have commenced pre-clinical studies targeted at cardiac and ophthalmic indications and expect to submit INDs to the U. S. Food and Drug Administration (FDA) for the
initiation of clinical trials for these indications during 2006.

We have incurred significant losses since our inception. As of June 30, 2006 our
accumulated deficit was $52.7 million. We have incurred net losses due to expenditures for research and development, clinical trials, contract manufacturing, and general and administrative services in support of our operations. We anticipate
incurring net losses over at least the next several years as we continue our clinical trials, apply for regulatory approvals, develop our technology, and expand our operations to support the commercialization or out-licensing of our drug candidates.

We also anticipate incurring additional losses for several years as we expand our drug discovery and development programs. We expect that losses will
fluctuate from quarter to quarter and that such fluctuations may be substantial. We do not expect to generate revenues from our drug discovery and development efforts for several years, if at all. If we are unable to successfully develop and market
pharmaceutical products over the next several years, our business, financial condition and results of operations would be adversely impacted.



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In July 2005, the first European patent related to Tß4 wound healing technology, licensed from the National
Institutes of Health in Bethesda, Maryland, was granted to the Company. The original patent application, filed in 1999, claims numerous compositions, uses and processes related to Tß4. The grant of the European Patent is being opposed by a
third party in a proceeding at the European Patent Office, and we cannot guarantee that any or all of the granted claims will prevail. Other such patents have been allowed or issued in China, Hong Kong, Australia and Mexico. Similar patent
applications have been submitted in other territories throughout the world, including the U.S. and Asia. We have independently filed over fifty additional world-wide patent applications related to the technology platform.

We utilize an out-sourcing business strategy that we believe is cost effective and allows us the flexibility to implement or modify projects as needed. This strategy
employs contract research and development organizations (CROs), which have established workforces and facilities to manufacture and formulate our products, as well as conduct clinical trials and perform other product development
activities. It also allows us to spend significantly less capital for infrastructure and other fixed costs, all of which we believe maximize shareholder value. We will, therefore, continue to operate our out-sourcing strategy in the near term.

Critical Accounting Policies

Share-based
payment  Effective January 1, 2006, we adopted the fair value recognition provisions of FASB Statement No. 123R, using the modified prospective transition method, and therefore have not restated results for prior periods. Under
this method we recognize compensation expense for all share-based payments granted to employees after January 1, 2006 and prior to but not yet vested as of January 1, 2006, in accordance with Statement No. 123R. Under the fair value
recognition provisions of Statement No. 123R, we recognize stock-based compensation net of an estimated forfeiture rate and only recognize compensation cost for those shares expected to vest on a straight-line basis over the requisite service
period of the award. Prior to Statement No. 123R adoption, we accounted for share-based payments to employees under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and accordingly,
generally recognized compensation expense only when we granted options with a discounted exercise price.

Determining the appropriate fair value model and
calculating the fair value of share-based payment awards require the input of highly subjective assumptions, including the expected life of the share-based payment awards and stock price volatility. Since our historical data is limited, the expected
life was determined in accordance with SAB 107 guidance for plain vanilla options. Since our historical trading volume is relatively low, we estimated the expected volatility based on monthly closing prices for a period consistent with
the expected life of the option. The assumptions used in calculating the fair value of share-based payment awards represent managements best estimates, but these estimates involve inherent uncertainties and the application of management
judgment. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future. In addition, we are required to estimate the expected forfeiture rate and only recognize
expense for those shares expected to vest. If our actual forfeiture rate is materially different from our estimate, the stock-based compensation expense could be significantly different from what we have recorded in the current period. See Note C to
the Financial Statements for a further discussion on stock-based compensation.

Clinical trial costs  We accrue estimated costs for clinical
studies conducted by contract research organizations and participating hospitals. These costs are a significant component of research and



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development expenses. We accrue costs for clinical studies performed by contract research organizations based on
estimates of work performed under the contracts. Costs of setting up hospital sites for participation in trials are accrued immediately. Hospital costs related to patient enrollment are accrued as patients are entered in the trial.

Results of operations for the three and six months ended June 30, 2006 and 2005

Research and development expenses

Research and development expenses were $3.10 million for the three months ended
June 30, 2006, compared to $0.58 million for the corresponding period in 2005. $1.54 million of the $2.52 million increase was due to our purchase of a significant amount of Tß4, which we purchase in bulk periodically. This particular
purchase was to satisfy the drug formulation needs of our expanded clinical development program into ophthalmic and cardiac indications, and for other research use. The remaining increase of approximately $1.0 million is related to the commencement
of our three Phase II clinical trials, compared to more limited activities that were associated with Phase I trials and Phase II preparatory work in the second quarter of 2005. Additionally, our clinical development efforts in the cardiac and
ophthalmic areas require expanded drug formulation development and pre-clinical trials, none of which had commenced in the second quarter of 2005. Research and development is comprised of all internal and external costs to support our clinical
programs, including: drug manufacture, formulation, and stability; fees to clinical trial sites; and, other outside services such as clinical program management.

For the six months ended June 30, 2006, our research and development expenses were $4.06 million compared to $1.05 million for the corresponding period in 2005. Half of the $3.01 million increase related to the Tß4 purchase
mentioned previously, with the remaining increase related to the expanded clinical development efforts also previously mentioned.

General and
administrative expenses

General and administrative expenses increased by $0.05 million (12%) to $0.49 million for the three months ended
June 30, 2006, compared to $0.44 million for the corresponding period in 2005. While the underlying general and administrative costs remained flat, this increase is solely attributable to the additional expenses of SFAS 123R which increased by
$0.06 million in the second quarter of 2006 as compared to 2005. General and Administrative expenses are comprised of the direct and indirect expenses of our Board and executive management team, office facilities, attorneys, outsourced service
providers such as accountants, attorneys, investor relations, information systems support, and our registered independent public accounting firm.

For the
six months ended June 30, 2006, our general and administrative expenses increased by $0.06 million (7.21%) to $0.95 million compared to $0.89 million for the corresponding period in 2005. This relatively small increase is the net of
increased non-cash stock compensation expenses of $0.17 million less $0.11 million in net cost savings incurred by bringing in-house general and administrative services that had previously been outsourced.

Interest income

Interest income was $0.15 million and $0.25 million
for the three and six month periods ended June 30, 2006 respectively, compared to $0.03 million and $0.06 million for the respective corresponding periods in 2005. These increases in interest income are due to (1) increases in the average
amounts invested, which have resulted from new equity financings, (2) the implementation of an actively-managed investment strategy, and (3) the overall market improvement in investment returns.



11



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##### Table of Contents

Liquidity and capital resources

Sources of liquidity

Since inception we have financed our operations through the sale of equity securities. At
June 30, 2006 we had $11.23 million in cash, cash equivalents and short-term investments.

Cash used in operating activities for the six months ended
June 30, 2006 increased by $1.19 million to $3.28 million as compared with $2.09 million in 2005. This increase falls short of the actual $2.88 million increase in the net loss since many of the expenses for the quarter have been accrued and
will be paid for in the third quarter.

Cash used in investing activities for the six months ended June 30, 2006 was $2.34 million compared with $0.20
million in 2005. These differences are threefold. First, in 2005 approximately $0.06 million was expended to furnish our new offices compared to just $0.02 million in 2006. Second, $0.14 million in patent costs were capitalized in 2005 compared to
$0 in 2006. Due to the early stage of our technology, all costs associated with our patents are expensed, unless the estimated recoverability of these costs is sufficiently probable in the near term. Finally, in 2006 we operated an actively managed
investment portfolio, which was not operational in the first half of 2005. Co-incident with our new equity investment in March of 2006 and integral with our active investment management strategy, we invested a net $2.32 million in securities with
maturities greater than 90 days from the date of purchase, or qualifying short-term investments.

Cash provided by financing activities for the six months
ended June 30, 2006 was $6.95 million compared to $4.55 million in 2005. Each period has its own unique set of equity financing transactions that are more thoroughly discussed in Note E to the financial statements contained herein, and in
our Annual Report on Form 10-KSB for the year ended December 31, 2005.

Although no assurance can be given, we believe that our current cash and
investment balances will be sufficient to meet our operating needs into the second quarter of 2007. However, those activities will not be sufficient to bring our drug candidates to market and we therefore believe new capital resources will be
required, in the coming months, to continue our independent development efforts. Accordingly, we may entertain the possibility of raising additional capital to preserve our liquidity, depending on a number of conditions, including conditions in the
capital markets. We regularly consider the conditions of capital markets, dilution, stockholder value and tax consequences of each type of financing. Certain of the financing options available to us may have negative consequences to stockholders
such as dilution. Given the volatile nature of the capital markets, decisions to raise capital may require actions that would impose a negative consequence in order to reduce or minimize a more significant negative consequence to stockholders.

Contractual obligations

Our contractual obligations
as of June 30, 2006 consist of an office facility lease and obligations to purchase Tß4, as follows:



|                     |  |                         |         |              |   |            |  |   |       
|-------------------- |  | ----------------------- | ------- | ------------ | - | ---------- |  | - | ------
|                     |  | Payments due by period:
|                     |  | Total                   |         | Under 1 year |   | 1 -3 years
|Operating lease      |  | $                       | 107,646 |              | $ | 71,412     |  | $ | 36,234
|Purchase obligations |  |                         | 13,000  |              |   | 13,000     |  |   |      
|                     |  |                         |         |              |   |            |  |   |       
|                     |  | $                       | 120,646 |              | $ | 84,412     |  | $ | 36,234
|                     |  |                         |         |              |   |            |  |   |       



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We also have $2,111,000 in other contractual obligations due within one year and related to our research and development
efforts. These obligations, however, are contingent on future events, e.g. the rate of patient accrual in our clinical trials. This amount represents the remaining contractual amounts due under various contracts, although all of these contracts
could be cancelled by us, in which case we would only be liable to the vendors for work performed to the date of cancellation.

Off Balance Sheet
Arrangements

We have no material off-balance sheet arrangements other than those that are discussed above.



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##### Table of Contents

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Our investments in marketable securities, which are
composed primarily of investment-grade corporate bonds, U.S. government agency debt securities and mortgage and asset-backed securities, are subject to default, changes in credit rating and changes in market value. These investments are also subject
to interest rate risk and will decrease in value if market interest rates increase. As of June 30, 2006, cash, cash equivalents and short-term investments were $11.2 million. Due to the nature of these investments, if market interest rates were
to increase immediately and uniformly by 10% from levels as of June 30, 2006, the decline in fair value would not be material.

ITEM 4. Controls and Procedures

As of the end of the period covered by this report, based on an evaluation of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) each of the chief executive and chief financial officers of the Company has concluded that our disclosure controls and
procedures are effective to ensure that information required to be disclosed by the Company in its Exchange Act reports is recorded, processed, summarized and reported within the applicable time periods specified by the SECs rules and forms.

There were no significant changes in our internal controls or in any other factors that could significantly affect those controls subsequent to the date
of the most recent evaluation of our internal controls, including any corrective actions with regard to any significant deficiencies or material weaknesses.



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##### Table of Contents

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

There were no material changes to the Risk Factors disclosed in the Companys Annual
Report on Form 10-KSB for the year ended December 31, 2005.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

(a) The Companys annual meeting of
stockholders was held on July 26, 2006.

(b) At the annual meeting of stockholders, all of the Companys directors were elected at
said meeting as follows:



|                       |  |                       |  |                        
|---------------------- |  | --------------------- |  | -----------------------
|J.J. Finkelstein       |  | Votes For, 38,254,095 |  | Votes Withheld, 121,620
|                       |  |                      
|Allan L. Goldstein     |  | Votes For, 38,255,058 |  | Votes Withheld, 120,657
|                       |  |                      
|Richard J. Hindin      |  | Votes For, 38,249,168 |  | Votes Withheld,126,547 
|                       |  |                      
|Joseph C. McNay        |  | Votes For, 38,334,328 |  | Votes Withheld, 41,387 
|                       |  |                      
|Mauro Bove             |  | Votes For, 38,334,828 |  | Votes Withheld, 40,887 
|                       |  |                      
|Dr. L. Thompson Bowles |  | Votes For, 38,327,103 |  | Votes Withheld, 48,612 

As all of the directors of the Company were elected at the annual meeting of stockholders, there
are no directors whose term of office as a director continued after the meeting.

(c) The following other matters were voted upon at the
meeting, and the following number of affirmative votes and negative votes were cast with respect to each such matter:

The amendment of the
Amended and Restated 2000 Stock Option and Incentive Plan increasing the number of shares available under the Plan from 3,200,000 to 4,200,000 was approved. This matter received 28,419,868 affirmative votes, 678,445 negative votes, 36,589 votes
abstained and 9,240,813 non-votes.



15



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##### Table of Contents

The reappointment by the Companys Board of Directors of the firm of Reznick Group, P.C. as
independent certified public accountants to examine the financial statements and perform the annual audit of the Company for the year ending December 31, 2006 was ratified. This matter received 38,339,771 affirmative votes, 7,392 negative
votes, 28,552 votes abstained and 0 non-votes.

Item 5. Other Information

None



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##### Table of Contents

Item 6. Exhibits



|            |  |                                                                                                                                            |  |                                                                                                          
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                     |  | Reference*                                                                                               
|3.1         |  | Restated Certificate of Incorporation of the Company                                                                                       |  | Exhibit 3.1 to Registration Statement No. 33-9370, Amendment No. 1 (filed November 26, 1986)             
|            |  |                                                                                                                                           
|3.2         |  | Amendment to Restated Certificate of Incorporation of Company                                                                              |  | Exhibit 3.2 to the Companys Transitional Report on Form 10-K, File No. 0-15070 (filed March 18, 1991)   
|            |  |                                                                                                                                           
|3.3         |  | Amendment to Restated Certificate of Incorporation of Company                                                                              |  | Exhibit 3.3 to the Companys Form 10-KSB, File No. 0-15070 (filed April 2, 2001)                         
|            |  |                                                                                                                                           
|3.4         |  | Amended and restated Bylaws of Company                                                                                                     |  | Filed herewith                                                                                           
|            |  |                                                                                                                                           
|4.1         |  | Form of Stock Certificate                                                                                                                  |  | Exhibit 4.1 to Registration Statement No. 33-9370, Amendment No. 1 (filed November 26, 1986)             
|            |  |                                                                                                                                           
|4.2         |  | Rights Agreement, dated as of April 29, 1994, between the Company and American Stock Transfer & Trust Company, as Rights Agent             |  | Exhibit 1 to the Companys Current Report on Form 8-K, File No. 0-15070 (filed May 2, 1994)              
|            |  |                                                                                                                                           
|4.3         |  | Amendment No. 1 to Rights Agreement, dated March 4, 2004, between the Company and American Stock Transfer & Trust Company, as Rights Agent |  | Exhibit 4.3 to the Companys Annual Report on Form 10-KSB, File No. 1-15070 (filed March 31, 2006)       
|            |  |                                                                                                                                           
|4.4         |  | Warrant Agreement, dated March 12, 1997                                                                                                    |  | Exhibit 4.3 to the Companys Annual Report on Form 10-K, File No. 0-15070 (filed March 31, 1997)         
|            |  |                                                                                                                                           
|4.5         |  | Warrant Agreement, dated January 23, 2004                                                                                                  |  | Exhibit 4 to the Companys Registration Statement on Form SB-2, File No. 333-113417 (filed March 9, 2004)
|            |  |                                                                                                                                           
|4.6         |  | Form of Warrant Agreement                                                                                                                  |  | Exhibit 4.1 to the Companys Current Report on Form 8-K (filed on January 6, 2005)                       
|            |  |                                                                                                                                           
|4.7         |  | Warrant Agreement, dated December 31, 2004                                                                                                 |  | Exhibit 4.2 to the Companys Current Report on Form 8-K (filed on January 6, 2005)                       
|            |  |                                                                                                                                           
|4.8         |  | Form of Warrant                                                                                                                            |  | Exhibit 4.1 to the Companys Current Report on Form 8-K (filed March 7, 2006)                            
|            |  |                                                                                                                                           
|10.1        |  | Patent License Agreement  Exclusive, between the U.S. Public Health Service and the Company                                               |  | Exhibit 10.1 to the Companys Form 10-KSB, File No. 0-15070 (filed April 2, 2001)**                      



17



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##### Table of Contents

|            |  |                                                                                        |  |                                                                                                                                         
|----------- |  | -------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------
|10.2        |  | Amended and Restated Directors Stock Option Plan                                       |  | Exhibit 10.25 to the Companys Annual Report on Form 10-K, File No. 0-15070 (filed March 26, 1993)                                      
|            |  |                                                                                       
|10.3        |  | Amended and Restated 2000 Stock Option and Incentive Plan                              |  | Filed herewith                                                                                                                          
|            |  |                                                                                       
|10.4        |  | Unit Purchase Agreement dated March 12, 1997                                           |  | Exhibit 10.25 to the Companys Annual Report on Form 10-K, File No. 0-15070 (filed March 31, 1997)                                      
|            |  |                                                                                       
|10.5        |  | Registration Rights Agreement, dated March 12, 1997                                    |  | Exhibit 10.26 to the Companys Annual Report of Form 10-K, File No. 0-15070 (filed March 31, 1997)                                      
|            |  |                                                                                       
|10.6        |  | Lease Agreement dated April 5, 2002 between the Company and HQ Global Workplaces, Inc. |  | Exhibit 10.7 to the Companys Annual Report on Form 10-KSB, File No. 0-15070 (filed March 31, 2003)                                     
|            |  |                                                                                       
|10.7        |  | Employment Agreement                                                                   |  | Exhibit 10.8 to the Companys Registration Statement on Form SB-2, File No. 333-113417 (filed March 9, 2004)                            
|            |  |                                                                                       
|10.8        |  | Employment Agreement                                                                   |  | Exhibit 10.9 to the Companys Registration Statement on Form SB-2, File No. 333-113417 (filed March 9, 2004)                            
|            |  |                                                                                       
|10.9        |  | License Agreement                                                                      |  | Exhibit 10.10 to the Companys Registration Statement on Form SB-2, File No. 333-113417 (filed March 9, 2004) **                        
|            |  |                                                                                       
|10.10       |  | Securities Purchase Agreement                                                          |  | Exhibit 10.11 to the Companys Registration Statement on Form SB-2, File No. 333-113417 (filed March 9, 2004)                           
|            |  |                                                                                       
|10.11       |  | Master Services Agreement                                                              |  | Exhibit 10.12 to the Companys Registration Statement on Form SB-2, Amendment No. 1, File No. 333-113417 (filed April 23, 2004)         
|            |  |                                                                                       
|10.12       |  | Form of Purchase Agreement                                                             |  | Exhibit 99.1 to the Companys Current Report on Form 8-K (filed on January 6, 2005)                                                     
|            |  |                                                                                       
|10.13       |  | Form of Securities Purchase Agreement                                                  |  | Exhibit 10.1 to the Companys Current Report on Form 8-K (filed on March 7, 2006)                                                       
|            |  |                                                                                       
|31.1 & 31.2 |  | Certifications dated August 14, 2006                                                   |  | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)                                               
|            |  |                                                                                       
|32.1 & 32.2 |  | Certifications dated August 14, 2006                                                   |  | Certifications Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

---

|* | Except where noted, the exhibits referred to in this column have heretofore been filed with the Securities and Exchange Commission as exhibits to the documents indicated and are
hereby incorporated by reference thereto. The Registration Statements referred to are Registration Statements of the Company.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Portions of this document have been omitted pursuant to a request for confidential treatment
|-- | --------------------------------------------------------------------------------------------



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##### Table of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.



|                      |  |  |  |                                      
|--------------------- |  |  |  | -------------------------------------
|                      |  |  |  | RegeneRx Biopharmaceuticals, Inc.    
|                      |  |  |  | (Registrant)                         
|                      |  | 
|Date: August 14, 2006 |  |  |  | /s/ J.J. FINKELSTEIN                 
|                      |  |  |  | J.J. Finkelstein                     
|                      |  |  |  | President and Chief Executive Officer
|                      |  | 
|                      |  |  |  | /s/ C. NEIL LYONS                    
|                      |  |  |  | C. Neil Lyons                        
|                      |  |  |  | Chief Financial Officer              



19